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                                                                  EXHIBIT 10.10



                             EMPLOYMENT AGREEMENT
                             --------------------

     THIS AGREEMENT, made and executed in duplicate, this 1st day of June,
1997, by and between OUTLOOK GROUP CORPORATION, a Wisconsin corporation,
(hereinafter referred to as "Employer") and Joseph J. Baksha (hereinafter
referred to as "Employee").

     EMPLOYER AND EMPLOYEE AGREE, for the consideration of the mutual promises
and agreements hereinafter set forth, as follows:

1.   EMPLOYMENT.  Employer agrees to employ Employee as President and Chief
     Operating Officer to perform the duties related to said positions, and
     Employee hereby accepts and agrees to such employment.  Employee
     shall perform the duties as are customarily performed by one holding such
     positions in a business such as Employer's.  Employee shall also
     unconditionally render other and related services and duties as Employer
     may assign to him or ask of him from time to time.  Employer reserves the
     right to change from time to time the nature and scope of Employee's
     duties and position.

2.   COMPENSATION.  Employer agrees to pay Employee during the term of this
     Agreement, a compensation consisting of a salary to be determined
     annually, along with an incentive earnings opportunity, also to be
     determined annually, as provided in "Exhibit A", attached, which is
     a part of this Agreement.

     All compensation shall be subject to the customary withholding tax and
     other employment taxes as required with respect to compensation paid by a
     corporation to an employee.  Employee shall not be entitled to any other
     compensation except as expressly provided for in this Agreement, or as
     provided for by the Compensation Committee of the Board of Directors.

3.   SERVICES AND BEST EFFORTS OF EMPLOYEE.  Employee agrees that he will at
     all times faithfully, industriously, and to the best of his ability,
     experience, and talent perform all the duties that may be required of him
     pursuant to the express and implicit terms hereof, to the reasonable
     satisfaction of Employer.  Employee agrees to devote his entire working
     time and attention to the performance of his duties for the Employer,
     except for authorized vacation periods or periods of illness.

     The expenditure of reasonable amounts of time for personal business,
     charitable, and professional business, charitable, and professional
     activities shall not be deemed a breach of this Agreement provided such
     activities do not  materially interfere with the services to be rendered
     for Employer hereunder.


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4.   TERM AND TERMINATION.  The term of employment is for two(2) years,
     beginning June 1, 1997, and is renewable June 1, 1999.  However, the
     agreement may be terminated by either party, at any time, with or without
     cause or reason, upon thirty (30) calendar days written notice being given
     to the other party of such termination.  In the event of Employer
     initiated termination for any reason, other than dishonesty, fraud which
     has an adverse impact on the Employer in excess of Ten Thousand Dollars
     ($10,000.00) in the aggregate, or violation of paragraphs 8 or 9 of this
     agreement, the Employee shall be entitled to receive his bi-weekly salary
     each two weeks for a period of twenty-six (26) two-week periods following
     the termination date.  (Also, employee will receive any bonus earned
     through the last day of active employment.)

     In the event there is a change of control of the employer and one of
     the below listed events occurs, said employee will then be entitled to
     continue in the Corporate Benefit Programs as addressed in Point #7 plus
     receive his bi-weekly salary each two weeks for a period of fifty-two (52)
     two-weeks periods following the date in which the below listed event
     occurs.  (Also, employee will receive any bonus earned through the last
     day of active employment.)

     Referred to events as mentioned above:

          a.  The employee is terminated by the employer for reasons other than
              dishonesty, fraud which has an adverse impact on the employee of
              ten-thousand dollars ($10,000) in aggregate or violation of       
              paragraph 8 or 9 of this agreement. 
          b.  Change in employment status as it relates to relocation,
              authority or compensation and said employee terminates his 
              employment.
          c.  An employment agreement is not renewed within ninety (90) days
              prior to the listed expiration date of this agreement and said
              employee terminates his employment.

5.   VACATION.  Employee shall be entitled to the number of vacation days
     authorized from time to time by Employer.  If vacation is not taken, the
     same shall not become cumulative, nor shall the Employee draw extra
     compensation if he does not take his vacation.  The time of Employee's
     vacation shall be determined by the Employee, with provision for on-going
     business responsibilities during his absence arranged by the Employee.

6.   EXPENSE REIMBURSEMENT.  During the period of his employment, Employee
     shall be reimbursed for all of his reasonable and necessary expenses
     actually incurred in the performance of service and duties for Employer,
     in accordance with the general policy of Employer, authorized and adopted
     from time to time. Employee's expenses shall be recorded on an
     itemized expense account.

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7.   EMPLOYEE BENEFITS.  During the period of his employment, Employee shall be
     entitled to participate in Employee benefit plans authorized and adopted
     from time to time by Employer, and any other benefits authorized by the
     Compensation Committee of the Board of Directors.

8.   COVENANT NOT TO COMPETE.  In connection with the employment of Employee
     pursuant to this Agreement, Employee hereby agrees, acknowledges, and
     recognizes that the following are important to Employer and that one or
     more of the following are expected to be or become applicable to this
     employment relationship:  (a) on account of this employment, Employee will
     acquire important business information about Employer including but not
     limited to Employer's products and method  of doing business, which
     information if used, disclosed, or applied other than for Employer's
     benefit can be expected to cause serious and substantial damage to
     Employer; (b) Employee's service with Employer may result in frequent
     contact with customers of Employer which may result in close relationships
     and the association of Employer's good will with Employee; (c) Employer's
     business information and customer relationships are significant assets
     owned by Employer which are developed by substantial investment of time
     and effort; Employer's business information and the identity of Employer's
     customers are not meant to be generally or specifically known by or
     disclosed to actual or potential competitor(s) of Employer; (d) Employer
     has a legitimate interest in protecting its business information and
     relationships; (e) Employee's skills and knowledge of Employer's business
     information and relationships are of an unique nature which will be
     further developed and acquired during Employee's employment with Employer:
     and (f) Employer has a legitimate interest in protecting its good will,
     customer lists and relationships, products, method of doing business, and
     other business information, by means of enforcement of this Covenant Not
     To Compete set forth in this Paragraph.

     Employee further acknowledges that in the course of his employment with
     Employer, Employee is placed in a position of trust and confidence by
     Employer with respect to Employer's methods of doing business and with
     respect to Employer's customers.  This Covenant Not To Compete is an
     inducement to cause Employer to execute this Agreement and as a condition
     and in consideration of such employment, and continued employment, raises,
     promotions and/or other benefits provided to Employee by Employer.

     Employee covenants and agrees with Employer that at all times during the
     term of his employment with Employer and for a period of six (6) months
     after the termination of his employment with Employer for any reason
     whatsoever, with or without cause, Employee shall not, either directly or
     indirectly, engage in or participate in any capacity, whether as an
     employee, independent contractor, owner, partner, 

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     stockholder, officer, director, consultant, sole proprietor, co-venturer,
     agent, or otherwise, with or without compensation, in or with 
     any business enterprises, of any kind, which is competitive with the
     business in which the Employer was engaged at any time during the one (1)
     year period immediately prior to termination of Employee's employment with
     Employer. Notwithstanding the foregoing, this Covenant Not To Compete is
     not intended to prohibit the Employee from working for an employer having
     multiple  divisions, one or more of which divisions is engaged in a
     business which is competitive with Employer's business, so long as the
     Employee is not employed by or does not provide services to or perform
     work for any competing division and so long as Employee does not disclose
     confidential information to the other employer, or any of its divisions,
     regarding any aspect of Employer's business.

     This Covenant Not To Compete shall be limited to the geographical areas
     within the field or area of Employer's activities during the course of
     Employee's employment with Employer.  This Covenant Not To Compete applies
     to all competition occurring within the geographical area specified, even
     though the headquarters or office of the competitor may be outside of the
     area specified.

 9.  CONFIDENTIAL INFORMATION AND RECORDS.  Employer is engaged or will engage
     in a very competitive industry and marketplace.  Employer expects to
     accumulate substantial know-how and other information, at much effort and
     cost, all of which is not generally known, relating to all or some of the
     following: its existing and contemplated products, services, procedures,
     methods of doing business, machinery and equipment, compositions,
     technology, formulas, know-how, methods of production and providing
     services, research and development programs and plans, sales and marketing
     methods, existing and prospective customers and suppliers, customer lists,
     customer usages and requirements, financial matters, contractual and other
     agreements or business relationships, and other confidential business
     information, trade secrets and data (all hereinafter referred to as
     "Confidential Information"). This Confidential Information is essential to
     the well-being and success of Employer.

     Employee acknowledges that his employment entails a position of trust, and
     that Employee has or will have access to Confidential Information.
     Employee further acknowledges that such Confidential Information is vital
     to the personal development, advancement, and economic security of each
     person who looks to Employer as the principal means for providing
     continuing opportunities for personal growth and promotion, and that the
     acquisition of such Confidential Information by a competitor of Employer
     would not only injure Employer, but



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     would also put Employer's personnel and their jobs in jeopardy.

     For the above reasons, as an inducement to cause Employer to execute this
     Agreement, and in further consideration of Employee's employment and
     continued employment, raises, promotions, and/or other benefits provided
     to Employee by Employer, Employee agrees as follows: (i) except as
     required by Employee's duties to Employer, not to at any time directly or
     indirectly disclose to or use for others or appropriate for his own
     personal use or cause to be used by others any Confidential Information
     without first obtaining the written consent of Employer to do so; (ii) all
     records and other writings of Confidential Information prepared by
     Employee, or which come into his possession or control, or which he has
     access to, are and shall remain the exclusive property of Employer, and
     upon termination of Employee's employment, Employee will not remove any
     such records or copies thereof, but all shall be left with Employer, and
     any such records or copies not with Employer and in Employee's possession
     or control, shall be, upon termination of employment, immediately returned
     to Employer along with any other property of Employer.

     The requirements of this Paragraph shall apply during the time of
     Employee's employment with Employer and thereafter unless it can be
     conclusively demonstrated that such Confidential Information (i) has
     through no act or fault of Employee become part of the public domain, or
     (ii) is no longer important or to be kept confidential for the
     protection or well-being of Employer.

10.  INJUNCTIVE RELIEF; EMPLOYEE'S ACKNOWLEDGMENT.  Employee acknowledges that
     any actual or threatened breach of (i) the Covenant Not To Compete set
     forth herein or (ii) the provisions regarding Confidential Information and
     records set forth herein, is likely to result in immediate and irreparable
     harm to Employer.  Employee also acknowledges and admits that there may be
     no adequate remedy at law for his breach or a threatened breach and
     therefore Employer shall be entitled to immediate equitable relief by way
     of both temporary and permanent injunctions, (including compensatory
     injunctions prohibiting Employee from engaging in the restricted activity
     for the full period of the agreed time plus the additional period of time
     equal to the term of any violation of such restrictive covenant) and also
     money damages insofar as can be determined under the circumstances, and
     such further relief as any court with jurisdiction may deem just and
     proper.

     Furthermore, Employee shall be responsible to pay to Employer all
     Employer's actual and reasonable attorneys' fees and other legal costs
     occasioned by and successful enforcement of this Agreement.  Nothing
     contained in this Agreement shall prevent Employer from availing
     itself from any other right or remedy

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     to which Employer is entitled under this Agreement or otherwise, and the
     parties agree that all rights and remedies available to Employer are
     cumulative including but not limited to injunctive relief, money damages
     from Employee.

     Employee further acknowledges that the restrictions (including as to
     time and geography) contained in the provisions for the Covenant Not To
     Compete and relating to the Confidential Information of Employer are
     reasonable  and are not now  (and are not expected to be in the future)
     onerous, harsh, or oppressive. Employee further acknowledges that these
     restrictions do not, and are not expected to in the future, create or
     result in a hardship to Employee in pursuit of a livelihood or in the
     support of himself or his dependents, whether or not he is employed by
     Employer. Employee further acknowledges that after termination of his
     employment with Employer, he will be reasonably able to earn a livelihood
     without violating this Covenant Not To Compete and the provisions relating
     to Confidential Information.  Employee hereby agrees that the Covenant Not
     To Compete and the provisions relating to Confidential Information of
     Employer shall survive Employee's termination of employment with or
     without cause. Employee agrees to notify any prospective employer of the
     existence of this Agreement.

11.  EMPLOYER'S AUTHORITY.  Employee agrees to observe and comply with the rules
     and regulations of Employer, as adopted, created, or implemented from time
     to time by Employer's Board of Directors, respecting the performance of his
     duties. Although Employee may be an officer or director of Employer, he
     shall have no authority whatsoever to act unilaterally on behalf of the
     Employer under this Agreement regarding Employer's relationship with
     Employee. 

12.  PERSONAL CONTRACT.  Employer is entering into this Agreement on account of
     the skills and knowledge of Employee, and this Agreement is personal as to
     Employee.  Employee may not assign or delegate his rights and/or duties
     under this Agreement. This Agreement shall automatically terminate in the
     event that Employee is unable or unwilling to perform, or does not perform,
     his duties of employment hereunder.
           
13.  MISCELLANEOUS.

     a.  No waiver or modification of this Agreement or of any covenant,
         condition, or limitation herein contained shall be valid unless in
         writing and duly executed by all parties to this Agreement; and no
         evidence of any waiver or modification shall be offered or received in
         evidence in any proceeding, arbitration, or litigation between the
         parties hereto arising out or affecting this Agreement, or the rights
         or obligations of the parties hereunder, unless such waiver or
         modification is in writing, duly executed as aforesaid, and the parties
   



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          further agree that the provisions of this section may not be waived
          except as herein set forth.

     b.   The failure of Employer at any time to require performance by
          Employee of any provision expressed herein shall in no way affect or
          prejudice Employer's right thereafter to enforce such provision or
          any other provision; nor shall the waiver by Employer of any breach
          of any provision expressed herein be taken or held to be a waiver
          of such provision itself.

     c.   All agreements and covenants contained herein are severable, and in
          the event any of them shall be held to be invalid by any competent
          court, this contract shall be interpreted as if such invalid
          agreements or covenants were not contained herein.

     d.   The captions which are underlined at the beginning of the paragraphs
          of this Agreement are chiefly for the purpose of convenience and if
          the same be in conflict with the text, the text shall control.

     e.   It is the intention of the parties hereto that this Agreement shall
          be governed by its terms and construed in accordance with and under
          and pursuant to the internal laws of the state of Wisconsin.

     f.   As used in this Agreement, words in the singular may mean the plural
          number and words used in the plural number may mean the singular
          number; and words used in any gender may mean any other gender.

     g.   This Agreement shall be binding upon and inure to the benefit of the
          parties hereto and their respective successors, assigns, heirs and
          legal representatives subject to the paragraph above entitled
          "Personal Contract."

     h.   All notices required under this Agreement shall be duly given if
          delivered to the other party or mailed postage prepaid to the
          respective party's last known address.  Notices shall be effective
          when personally delivered, or when sent by telegram, or by mail when
          sent by certified, registered, or regular mail and deposited in the
          United States mail, postage prepaid, and sent to the respective
          address of the other party.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written and by so executing, the parties acknowledge that they
have read and fully understand all the terms and conditions included in this
Agreement and acknowledge receipt of an executed copy of this Agreement.

Enclosure:  Exhibit "A"

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EMPLOYEE:                               FOR THE EMPLOYER:



----------------------------------      ----------------------------------
Joseph J. Baksha                        James Dillon
                                        Compensation Committee



                                        ----------------------------------
                                        Harold Bergman
                                        Compensation Committee



                                        ----------------------------------
                                        Pat Richter
                                        Chairperson
                                        Compensation Committee



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                                 EXHIBIT "A"

                       TO EMPLOYMENT AGREEMENT BETWEEN
                        OUTLOOK GROUP CORPORATION AND
                               JOSEPH J. BAKSHA

                            EFFECTIVE JUNE 1, 1997



COMPENSATION

1.   SALARY EFFECTIVE JUNE 9, 1997

     Employer agrees to pay Employee a bi-weekly salary, effective June 9,
     1997, of $6,730.77 each two (2) weeks ($175,000 per year equivalent) on
     its regular payroll.

2.   INCENTIVE EARNINGS OPPORTUNITY EFFECTIVE JUNE 1, 1997

     Operating Income Level             Incentive

     $0 to $1,500,000                   None
     $1,500,001 to $4,300,000           5%
     $4,300,001 to above                3%

     This is a quarterly program that is annualized.  Payments will be made
     quarterly with the fourth quarter distribution subject to the year end
     audit. Plan payment is maximized at 100% of participants salary.

3.   STOCK OPTION

     An additional 10,000 shares of Outlook Group's stock will be granted under
     the provisions of the Corporate 1990 Stock Option Plan.  Stock option
     price will be determined in the future by the Compensation Committee.

     In the event change of control occurs and the stock option can not be
     granted employee will receive the value of the stock option based on a
     price of $5.00 per share and the price received by the shareholders in
     the change of control.

4.   CAR ALLOWANCE

     Monthly reimbursement rate is set for $550 which includes all auto related 
     expenses including gas.

5.   Loan Agreement

     At the time the window to purchase stock on the public exchange becomes
     available to Officers of the Corporation the employer agrees to make
     available to the employee a loan in

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     the amount up to $100,000 to purchase said employer's stock.  The terms of
     this loan would be 5 years at the interest rate of the employer line of
     credit at the time of the loan.


EMPLOYEE:                               FOR THE EMPLOYER:
---------                               -----------------




------------------------                --------------------------
Joseph J. Baksha                        James Dillon
                                        Compensation Committee




                                        --------------------------
                                        Harold Bergman
                                        Compensation Committee



                                        --------------------------
                                        Pat Richter
                                        Chairperson
                                        Compensation Committee



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